Beni Stabili SpA SIIQ : Capital increase for the service of the conversion of the equity linked bonds named “€225,000,000 3.375 per cent. Convertible Bonds due 2018”

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Capital increase for the service of the conversion of the equity linked bonds named "€225,000,000 3.375 per cent. Convertible Bonds due 2018"

Rome, 22 May 2013 - Beni Stabili S.p.A. Siiq (the "Company") announces that today its shareholders' meeting, in extraordinary session, resolved upon the approval of:

i. a capital increase in cash, for consideration and in one or more tranches, with exclusion of the option right provided for in article 2441, paragraph 5 of the Italian Civil Code, up to an overall amount of €37,556,334.50, to be paid up in one or more instalments, through the issuance of a maximum number of 375,563,345 ordinary shares of the Company having the same characteristics as the currently listed ordinary shares, exclusively and irrevocably reserved for the service of the conversion of the equity linked bonds, for a total amount of €225,000,000 due

17 January 2018, the subscription of which is reserved to qualified investors - named "€225,000,000 3.375 per cent. Convertible Bonds due 2018", issued by the Company for a nominal amount of €175,000,000 on 17 January 2013 and for a nominal amount of €50,000,000 on 14 March 2013, in two consolidated tranches which constitute a single series (the "Bonds") - pursuant to the relevant terms and conditions, at a price per share of €0,5991, subject to potential adjustments of the conversion price pursuant to the terms and conditions of the Bonds. The final deadline for the subscription of the newly issued shares is 10 January 2018.

ii. the issue of a notice to the holders of the Bonds whereby, at the date indicated therein, the right to convert Bonds into newly issued and/or existing ordinary shares of the Company shall be granted to the holders of the Bonds; and

iii. the updated By-laws of the Company showing the amendments connected with the approval of the above capital increase.

The Beni Stabili S.p.A. Siiq Shareholders' meeting, in extraordinary session, also approved the plan for a merger by incorporation in Beni Stabili S.p.A. Siiq of "Il Sagittario S.p.A.", a company included in the Beni Stabili Group and a wholly-owned and controlled subsidiary of Beni Stabili S.p.A. Siiq, as part of the process of simplifying the ownership structure and assets.

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As already announced by the Company on 8 January 2013 and 7 March 2013, the issuance of the Bonds permits the Company to diversify its sources of funding by obtaining resources from the capital markets, which will be used primarily for the optimization of the Company's financial structure.

Not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or South Africa or in other countries where offers or sales would be forbidden under applicable laws or to residents thereof.

This press release is published for information purposes only pursuant to Italian law and shall not be considered to be an investment proposal and, in any case, it may not be used as or deemed to be a sale offer or an invitation to offer or purchase or sell securities to the public.
The documentation relating to the offer of the Bonds and to the exercise of the conversion's right incorporated therein has not been and will not be submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to the applicable laws and regulations, being the subscription of the Bonds reserved to qualified investors, as defined by article 100 of Legislative Decree No. 58 of 24 February
1998, as subsequently amended (the "Financial Services Act"), and pursuant to article 34/3, paragraph
1(b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "CONSOB Regulation"), or in the other circumstances provided for by article 100 of the Financial Services Act and by the CONSOB Regulation. Therefore, the Bonds have not been offered, sold or distributed to the public in the territory of the Republic of Italy.
The placement of the Bonds has been exclusively reserved to qualified investors in the Italian and European markets and, therefore, with the express exclusion of the United States of America, Canada, Australia, Japan, South Africa and any other country where the placement is forbidden by law.
This press release shall not be distributed, whether directly or indirectly, in the United States of America (as defined in Regulation S contained in the US Securities Act of 1933, as subsequently amended - the "US Securities Act"), in Canada, Australia, Japan, South Africa, or in any other country where the offer or the sale would be forbidden by the law and the recipients of such press release (including any depositaries, delegated persons and trustees) shall refrain from mailing or otherwise forwarding, distributing or mailing the press release to or from the United States of America or to or from any other country where such sending would be forbidden, or to publications with a general circulation within such countries. This press release is not, and is not part of, an offer for sale of securities to the public or a solicitation to purchase securities, and there will be no offer of securities in any jurisdiction where such offer or solicitation would be forbidden by law. The securities mentioned in this press release have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States of America without a registration or a specific exemption from registration under the US Securities Act. No offers of the securities to the public shall be made in the United States of America or in any other country.

Not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or South Africa or in other countries where offers or sales would be forbidden under applicable laws or to residents thereof.

For further information:

Beni Stabili Siiq

Investor Relations - Lorenza Rivabene - [e-mail]
Media Contact - Barbara Ciocca - +39.02.3666.4695 - [e-mail]

PMS Media Relations

Giancarlo Frè - +39.329.4205000- [e-mail]
Andrea Faravelli - +39.328.4909501 - [e-mail]